Change Orders 57 and 58 to Construction Agreement, dated December 18, 2004



 EXHIBIT 10.6 
 SCHEDULE D-1 
 CHANGE ORDER FORM 
  

			
	PROJECT NAME: Sabine Pass LNG Receiving, Storage and Regasification Terminal	  	CHANGE ORDER NUMBER: SP/BE-057
		  	DATE OF CHANGE ORDER: May 1, 2008
	 OWNER: Sabine Pass LNG, L.P.
	  	 LNG Tank Subcontractor - Tank 3 RFCD Bonus

		
	 CONTRACTOR: Bechtel Corporation
	  	
		
	 DATE OF AGREEMENT: December 18, 2004
	  	

  
  
 The Agreement between the Parties listed above is changed as follows: 
  

	 	A.	Payment Authorization for the following bonuses: 

 1. A
Tank 3 RFCD Bonus of $1,200,000 is earned pursuant to Change Order SP/BE-037 Section (2), and the Contract Price is increased by a lump sum bonus payment of $1,200,000 as Tank 3 was Ready for Cool Down (RFCD) on April 27, 2008. 
 2. A Tank 3 RFCD Bonus of $1,022,041 is earned pursuant to Change Order SP/BE-052 Section C, and the Contract Price is increased by a lump sum bonus
payment of $1,022,041 as System 1 and Tank 3 were Ready for Cool Down (RFCD) on April 27, 2008. 
 The above bonus amounts totaling $2,222,041 will be
promptly paid in-full to Contractor’s LNG Tank Subcontractor, and represents a full and final payment of LNG Tank Subcontractor’s Tank 3 RFCD Bonus. 
 Change Order SP/BE-057 TOTAL: $ 2,222,041 
  
  

				
	 Adjustment to Contract Price
	  		
	 The original Contract Price was
	  	$	646,936,000
	 Net change by previously authorized Change Orders (#SP/BE-002 to 028, 031, 033 thru 035; 037 thru 056)
	  	$	180,220,405
	 The Contract Price prior to this Change Order was
	  	$	827,156,405
	 The Contract Price will be increased by this Change Order in the amount of
	  	$	2,222,041
	 The new Contract Price including this Change Order will be
	  	$	829,378,446

 Adjustment to dates in Project Schedule 
 The following dates are modified: 
 The Target Bonus Date will be unchanged. 
 The Target Bonus Date as of the date of this Change Order therefore is 50 days following commencement of Cool Down. 
 The Guaranteed Substantial Completion Date will be unchanged December 20, 2008. 
 The Guaranteed Substantial Completion Date as of the date of this Change Order therefore is 1,355 days following NTP. 
 Adjustment to other Changed
Criteria: Not Applicable 
 Adjustment to Payment Schedule: No Change 
 Adjustment to Minimum Acceptance Criteria: No Change 
 Adjustment to Performance Guarantees: No Change 
 Adjustment to Design Basis: No Change. 







 Other adjustments to liability or obligation of Contractor or Owner under the Agreement: No Change 
 This Change Order shall constitute a full and final settlement and accord and satisfaction of all effects of the change as described in this Change Order upon the
Changed Criteria and shall be deemed to compensate Contractor fully for such change. 
 Upon execution of this Change Order by Owner and Contractor, the
above-referenced change shall become a valid and binding part of the original Agreement without exception or qualification, unless noted in this Change Order. Except as modified by this and any previously issued Change Orders, all other terms and
conditions of the Agreement shall remain in full force and effect. This Change Order is executed by each of the Parties’ duly authorized representatives. 
  

	
	 /s/ Charif Souki

	 * Charif Souki
 Chairman

	 5/22/08

	Date of Signing
	 /s/ R. Keith Teague

	 *Keith Teague
 Sr. Vice President

	 5/22/08

	Date of Signing
	 /s/ Ed Lehotsky

	 *Ed Lehotsky
 Owner Representative

	 5/20/2008

	Date of Signing



	
	 /s/ Carl A. Strock

	Contractor
	 Carl A. Strock

	Name
	 Project Director

	Title
	 5/30/08

	Date of Signing



  

	*	Required Owner signature – Mr. Teague may sign on behalf of Mr. Souki during Mr. Souki’s absence. 








 SCHEDULE D-1 
 CHANGE ORDER 
  

			
	PROJECT NAME:    Sabine Pass LNG Receiving, Storage and Regasification Terminal	  	 CHANGE ORDER NUMBER: SP/BE-058
  

	 	  	DATE OF CHANGE ORDER: June 10, 2008
	OWNER:  Sabine Pass LNG, L.P.	  	  
 Revised Performance Tests

		
	CONTRACTOR:  Bechtel Corporation	  	
		
	DATE OF AGREEMENT: December 18, 2004	  	

  
 The Agreement between the Parties listed
above is changed as follows: 
 Owner and Contractor agree to implement the following changes in connection with completion of the Facility. To the
extent the changes set forth herein conflict with any of the terms and conditions set forth in the Agreement, the changes herein shall be controlling. 
 I.
DEFINITIONS 
 The defined terms for “Target Completion” and “Target Bonus Date” set forth in Section 1.1 of the Agreement are
hereby deleted in their entirety and replaced with the following definitions: 
 “Target Completion” means that all
of the following have occurred with respect to the Facility: (i) Cool Down has been completed for System 1 and System 2; (ii) Contractor has completed all procurement, fabrication, assembly, erection, installation and precommissioning
checks of all of the vaporizers for the Facility to ensure that all such vaporizers and each component thereof was sufficiently fabricated, assembled, erected and installed so as to be capable of being operated safely within the requirements
contained in this Agreement, and thirteen vaporizers have been operated to their rated capacity; (iii) Contractor has completed all procurement, fabrication, assembly, erection, installation and pre-commissioning checks and tests of System 1
and System 2 to ensure that these Systems and each component thereof was sufficiently fabricated, assembled, erected and installed so as to be capable of being operated safely within the requirements contained in this Agreement; and
(iv) Contractor has successfully completed the Target Completion Test as defined in Attachment S. 
 “Target Bonus
Date” means July 18, 2008. 
 II. PERFORMANCE TESTING 
 In order to modify the time lengths required for the Performance Tests as well as make other conforming revisions, Attachments S and T are hereby deleted in their entirety and replaced with the forms of
Attachment S and Attachment T attached hereto. 
 In addition to the above revisions to the Performance Tests, Owner may, in its sole and
unfettered discretion, accept the Target Completion Test or any other Performance Test as being achieved, notwithstanding that one or more acceptance criteria or Guaranteed Condition stated in this Change Order has not been met. The details of such
“modified” acceptance shall be noted on the Substantial Completion Certificate. 







 III. PROJECT SCHEDULE 
 Within Attachment E (as revised pursuant to Change Order 053), delete the line item stating 
 “Target Bonus Date: Fifty
(50) days following commencement of Cool Down of System 1. For clarification, commencement of Cool Down refers to the first introduction of LNG into the unloading arms.” 
 and insert, in lieu thereof, the following: 
 “Target Bonus Date: July 18, 2008 
  
  

				
	Adjustment to Contract Price	  		
	 The original Contract Price was
	  	$	646,936,000
	 Net change by previously authorized Change Orders (#SP/BE-002 to 028, 031, 033 thru 035; 037 thru 057)
	  	$	182,442,446
	 The Contract Price prior to this Change Order was
	  	$	829,378,446
	 The Contract Price will be increased by this Change Order in the amount of
	  	$	             0.00
	 The new Contract Price including this Change Order will be
	  	$	829,378,446

 Adjustment to dates in Project Schedule 
 The following dates are modified: 
 The Target Bonus Date is July 18, 2008. 
 The Guaranteed Substantial Completion Date will be unchanged (December 20, 2008). 
 The Guaranteed Substantial Completion Date as of the date of this Change Order therefore is 1,355 days following NTP. 
 Adjustment to other Changed Criteria: No Change 
 Adjustment to Payment Schedule: No Change 
 Adjustment to Minimum Acceptance Criteria: As modified by this Change Order 
 Adjustment to Performance Guarantees: As modified by this Change Order 
 Adjustment to Design Basis: No Change. 
 Other adjustments to liability or obligation of Contractor or Owner under the Agreement: As modified by this Change Order. 
 This Change Order shall constitute a full and final settlement and accord and satisfaction of all effects of the change as described in this Change Order upon the
Changed Criteria and shall be deemed to compensate Contractor fully for such change. 
 [Signature page follows.] 







 Upon execution of this Change Order by Owner and Contractor, the above-referenced change shall become a valid and binding
part of the original Agreement without exception or qualification, unless noted in this Change Order. Except as modified by this and any previously issued Change Orders, all other terms and conditions of the Agreement shall remain in full force and
effect. This Change Order is executed by each of the Parties’ duly authorized representatives. 
  

					
	 /s/ Charis Souki
	  		 	 /s/ Carl A. Strock

	* Charif Souki	  		 	Contractor
	Chairman	  		 	 Carl A. Strock

	 6/26/08
	  		 	Name
	Date of Signing	  		 	 Project Director

	 /s/ R. Keith Teague
	  		 	Title
	* Keith Teague	  		 	 June 26, 2008

	Senior Vice President	  		 	Date of Signing
	 6/26/08
	  		 	
	Date of Signing	  		 	
	 /s/ Ed Lehotsky
	  		 	
	* Ed Lehotsky	  		 	
	Owner Representative	  		 	
	 June 24, 2008
	  		 	
	Date of Signing	  		 	

  

	*	Required Owner signature – Mr. Teague may sign on behalf of Mr. Souki during Mr. Souki’s absence.